Lyndhurst, UK
CONSULTATION BETWEEN HFCL AND EVC
In order to ensure a fair market as referred to in article 9b paragraph 1 of the Decree on the Supervision of the Securities Trade 1995 (the "Decree") and further to the press release of earlier today, Hawkslease Finance Company Limited ("Hawkslease") announces that it intends to make a public offer for all outstanding shares in the capital of EVC International NV ("EVC") with a nominal value of EUR 8 listed on the Official Market of Euronext Amsterdam.
Hawkslease is a company both related to and under the same control as the INEOS group. The INEOS group presently holds a 75.3% interest in EVC.
After previous discussions with EVC on an intended offer, Hawkslease has sent a notification as referred to in article 9d paragraph 2 of the Decree to EVC and has formally invited EVC to further consult with Hawkslease on the intended offer. A press release relating to the abovementioned notification was issued earlier this morning.
The consultation as referred to in article 9d of the Decree has now finished. The result of the consultation is that agreement has not been reached on all conditions of the proposed offer since EVC has elected not to take a position with respect to the offer price as proposed by Hawkslease.
THE PROPOSED OFFER PRICE
The proposed offer price is EUR 1.33 in cash for each ordinary EVC share with a nominal value of EUR 8. The offer price represents a premium of 10% above the average closing price over the last five month period and 10.8% above the closing price on 11 December 2002.
BACKGROUND TO THE OFFER
INEOS has acquired its aggregate interest of 75.3% in EVC by a series of public and private transactions. It is now intended to make a public offer for the remaining outstanding shares and to provide EVC shareholders with an opportunity to dispose of their EVC shares at the proposed offer price. Upon completion of the offer, Hawkslease intends to allocate an option to ultimately acquire the economic benefit of up to a maximum of 10% of EVC's issued share capital to an employee share scheme in order to align the interest of all EVC employees with that of EVC shareholders. No decision has yet been made with respect to the details of this share scheme. To the extent available, further details will be disclosed in the offer document.
POSITION OF EVC
Except for the independent Supervisory Board Director, Mr Willem Prinselaar, all members of the EVC Supervisory Board and EVC Management Board have abstained from consultation on the proposed offer due to actual or perceived conflicts of interest. The majority of such members are INEOS nominees and all members of the Management Board of EVC will be entitled to join the anticipated employee share scheme. The independent Supervisory Board member, Mr Willem Prinselaar, has elected not to recommend the proposed offer.
A draft offer document will be submitted to the Authority for the Financial Markets today. It is expected that within the next 30 days the offer document will be published and will include the conditions for the acceptance of the offer.
FOR FURTHER INFORMATION:
John Reece
Chief Financial Officer
INEOS Capital
Phone: +44-2380-287 064
Fax: +44-2380-287 069
INEOS and Hawkslease announce proposed offer by Hawkslease for EVC shares
